6.4 \*\*Credit for Loss Payments\*\*. If Lessor receives a payment under any of
the Required Coverages, or from a Manufacturer or Governmental Authority, in
connection with an Event of Loss of an Airframe or an Engine, and such payment
is both unconditional and indefeasible, then provided no Default or Event of
Default shall have occurred and be continuing, and Lessee shall have complied
with the provisions of Sections 6.2 or 6.3, as applicable, Lessor shall either
(a) remit such proceeds to Lessee up to an amount equal to (i) the amount paid
by Lessee to Lessor as the Casualty Value pursuant to Section 6.2, or (ii) the
amount of the replacement costs actually incurred by Lessee with respect to
any Permitted Replacement pursuant to Section 6.3, or (b) credit such proceeds
against any amounts owed by Lessee pursuant to Section 6.2. Any excess
insurance proceeds shall be retained by Lessor. If recoverable, Lessor shall
be entitled to recover possession of the Aircraft and to any salvage value in
excess of the Casualty Value paid to Lessor, but subject to the requirements
of any third party insurance carrier in order to settle an insurance claim.
Lessor shall not be under any duty to Lessee to pursue any claim against any
Person in connection with an Event of Loss, but Lessee may do so at its own
cost and expense and with Lessor’s prior written consent.



\*\*SECTION 7\. INSURANCE\*\*.



7.1 \*\* Insured Risks\*\*. Lessee agrees to maintain at all times, at its sole
cost and expense, with insurers having an A.M. Best or comparable agency
rating of not less than “A-”: